SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LONESTAR MIDSTREAM HOLDINGS, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2014	3. Issuer Name and Ticker or Trading Symbol JP Energy Partners LP [ JPEP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) REFER TO FOOTNOTES 1, 2 & 3	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS A COMMON UNITS (LIMITED PARTNER INTERESTS)	20,017,938	D(1)(2)(3)
CLASS A COMMON UNITS (LIMITED PARTNER INTERESTS)	909,000	I	BY LIMITED PARTNERSHIP(3)(4)
CLASS C COMMON UNITS (LIMITED PARTNER INTERESTS)	42,254	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SERIES D PREFERRED UNITS (LIMITED PARTNER INTERESTS)	(5)	(5)	COMMON UNITS	1,928,909	$22(5)	D(1)(2)(3)

1. Name and Address of Reporting Person* LONESTAR MIDSTREAM HOLDINGS, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) REFER TO FOOTNOTES 1, 2 & 3

1. Name and Address of Reporting Person* ArcLight Capital Partners, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ArcLight Capital Holdings, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARCLIGHT ENERGY PARTNERS FUND V, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Revers Daniel R (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by Lonestar Midstream Holdings, LLC ("Lonestar"), ArcLight Capital Partners, LLC ("ArcLight Partners"), ArcLight Capital Holdings, LLC ("ArcLight Holdings"), ArcLight Energy Partners Fund V, L.P. ("ArcLight Fund V" and together with ArcLight Partners and ArcLight Holdings, the "ArcLight Entities") and Daniel R. Revers, in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-195787) (the "Registration Statement"). Lonestar owns a 71.25% interest in JP Energy GP II LLC (the "General Partner") and is deemed to indirectly beneficially own the securities held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The General Partner holds 45 general partner units, which will be converted into a non-economic general partner interest in connection with the closing of

2. (continued from footnote 1) the Issuer's initial public offering (the "Offering"). ArcLight Fund V owns and controls, through one of its wholly owned subsidiaries, Lonestar and therefore may be deemed to indirectly beneficially own the securities held directly by Lonestar. Mr. Revers is a director of the General Partner and is managing partner of ArcLight Partners. ArcLight Partners is the investment manager of, and ArcLight Holdings is the managing partner of the general partner of, ArcLight Fund V. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Partners' investment committee, he may be deemed to indirectly beneficially own the units held by Lonestar. Each of the ArcLight Entities and Mr. Revers disclaims beneficial ownership of the securities held by Lonestar except to the extent of their respective pecuniary interests therein.

3. The units reported in this Form 3 do not give effect to (i) the split of each Class A common unit, Class B common unit and Class C common unit into approximately 0.89 common units of the Issuer prior to the closing of the Offering or (ii) the conversion of the common units (on a post-split basis) into subordinated units and common units of the Issuer, respectively, immediately prior to the closing of the Offering, as further described in the Registration Statement.

4. Represents units held by JP Energy Development LP ("JP Development"), in which Lonestar holds 100% of the equity interests. As a result, Lonestar is deemed to indirectly beneficially own the securities held by JP Development, but disclaims such ownership except to the extent of its pecuniary interest therein.

5. Each Series D Preferred Unit earns a cumulative distribution that is payable in cash or in kind in the form of additional Series D Preferred Units (the "Series D PIK Units"). Series D Preferred Units, including Series D PIK Units, are convertible into common units of the Issuer on a one-for-one basis by Lonestar under certain conditions, and may be redeemed by the Issuer, among other times, at any time prior to the Offering, in each case at a price of $22.00 per Series D Preferred Unit, subject to certain adjustments. Series D Preferred Units do not have an expiration date.

	Lonestar Midstream Holdings, LLC, By: AL Lonestar, Managing Member, /s/ Daniel R. Revers, President	10/01/2014
	ArcLight Capital Partners, LLC, /s/ Daniel R. Revers, Managing Partner	10/01/2014
	ArcLight Capital Holdings, LLC, /s/ Daniel R. Revers, Managing Partner	10/01/2014
	ArcLight Energy Partners Fund V, L.P., By: ArcLight PEF GP V, LLC, its general partner, By: ArcLight Capital Holdings, LLC, its manager, /s/ Daniel R. Revers, Managing Partner	10/01/2014
	/s/ Daniel R. Revers	10/01/2014
	** Signature of Reporting Person	Date
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